2016 Proposed Amendments to the General Corporation Law of the State of Delaware

April 2016

Publication| Corporate Transactions| Corporate & Chancery Litigation

Legislation setting forth the 2016 proposedamendments to the General Corporation Law ofthe State of Delaware (DGCL) has been approvedby the Corporation Law Section of the DelawareState Bar Association and is expected to be introducedto the Delaware General Assembly. If theamendments become effective, they would resultin several important changes to the DGCL.Among other things, the proposed amendmentswould clarify the requirements and proceduresrelating to so-called “intermediate-form” mergersunder Section 251(h) of the DGCL and wouldmake several changes to Section 262 of the DGCL,which governs appraisal rights, to dispense withcertain de minimis appraisal claims and to giveparties an opportunity to make pre-judgment paymentsto appraisal claimants to limit the amountof interest that would otherwise accrue on anappraisal award.

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